On July 6, 2024, our Managing Partner, Ngu Truong, shared his experience with students and legal professionals across Vietnam in a presentation titled “How to Become a Deal Lawyer.” This event was a collaborative effort among Vilasia, LuatVietnam, and Harvey Morris.
During the event, Ngu shared insights from his journey of becoming a deal lawyer, emphasizing the essential combination of self-study, focus, and adaptability that has been pivotal in shaping his career. Here are some insights from the presentation:
Table of Contents
Introduction to M&A Process, Legal Due Diligence, and Deal Terms
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M&A Process Overview: Ngu introduced the key stages of the M&A process, including share acquisition, asset acquisition, and merger/consolidation. He emphasized the importance of aligning commercial objectives with legal considerations, managing tax implications, securing third-party approvals, and meeting completion requirements to ensure a successful transaction.
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Legal Due Diligence: Ngu detailed the critical role of legal due diligence in any M&A transaction. This involves a thorough examination of the target company’s establishment, management structure, capital, ownership, and business lines. He highlighted the importance of assessing key contracts, licenses, intellectual property, and potential legal issues, including disputes, liabilities, and compliance with anti-corruption laws. This process is essential for identifying any deal impediments or risks that could impact the transaction’s feasibility.
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Deal Terms and Structure: Ngu discussed the importance of carefully structuring deal terms to protect the interests of all parties involved. This includes considering buyer requirements, the target company’s business operations, and potential legal responsibilities. He also addressed the need for mitigation strategies to manage adverse impacts or resolve deal-breaking issues.
Becoming a Deal Lawyer
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Continuous Learning and Adaptability: Ngu emphasized the importance of continuous learning and self-improvement in the legal field. He highlighted “Tự học” (self-studying) and “Thích ứng” (adaptability) as critical traits for any lawyer aspiring to excel in M&A and other complex legal areas.
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Practical Legal Experience: Ngu underscored the significance of practical experience in legal practice, stressing that theoretical knowledge must be complemented by hands-on involvement in real-world cases to master the intricacies of M&A.
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Balancing Work and Personal Well-being: Ngu also discussed the role of physical exercise (“Thể dục”) in maintaining a healthy balance between work and personal life, which is crucial for sustaining long-term success in the demanding field of law.
